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<br />LN140-125-725788.v1 9
<br /> Section 7. Book-Entry System; Limited Obligation of City.
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<br /> 7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or
<br />printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon initial issuance,
<br />the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of
<br />Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and
<br />assigns (“DTC”). Except as provided in this section, all of the outstanding Bonds will be registered in the
<br />registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC.
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<br /> 7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar
<br />in the name of Cede & Co., as nominee of DTC, the City, the Registrar, and the Paying Agent will have no
<br />responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for
<br />which DTC holds Bonds as securities depository (the “Participants”) or to any other person on behalf of
<br />which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation
<br />with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any
<br />ownership interest in the Bonds; (ii) the delivery to any Participant or any other person (other than a
<br />registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice with
<br />respect to the Bonds, including any notice of redemption; or (iii) the payment to any Participant or any other
<br />person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any,
<br />or interest on the Bonds. The City, the Registrar, and the Paying Agent may treat and consider the person in
<br />whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute
<br />owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond,
<br />for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying
<br />Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the
<br />respective registered owners, as shown in the registration books kept by the Registrar, and all such payments
<br />will be valid and effectual to fully satisfy and discharge the City’s obligations with respect to payment of
<br />principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person
<br />other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive
<br />a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City
<br />Administrator of a written notice to the effect that DTC has determined to substitute a new nominee in place
<br />of Cede & Co., the words “Cede & Co.” will refer to such new nominee of DTC; and upon receipt of such a
<br />notice, the City Administrator will promptly deliver a copy of the same to the Registrar and Paying Agent.
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<br /> 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
<br />Issuer Letter of Representations (the “Representation Letter”) which will govern payment of principal of,
<br />premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or
<br />Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary
<br />for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent,
<br />respectively, to be complied with at all times.
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<br /> 7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City
<br />Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that
<br />they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the
<br />Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer
<br />and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the
<br />provisions of this resolution. DTC may determine to discontinue providing its services with respect to the
<br />Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under
<br />applicable law. In such event, if no successor securities depository is appointed, the City will issue and the
<br />Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will
<br />apply to the transfer, exchange and method of payment thereof.
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